EXHIBIT III Acceptable Use Policy

Introduction

Modem Pops' (MODEM POPS) Acceptable Use Policy ("AUP") is provided to give our customers and users a clear understanding of what Modem Pops expects of them while using the service. All users of Modem Pops' Internet services: those who access some of our Services but do not have accounts, as well as those who pay a service fee to subscribe to the Services, must comply with this AUP. Use of Modem Pops Service constitutes acceptance and agreement to Modem Pops' AUP as well as Modem Pops' Terms and Conditions.

We support the uncensored flow of information and ideas over the Internet and do not actively monitor subscriber activity under normal circumstances. Similarly, we do not exercise editorial control over the content of any web site, e-mail transmission, newsgroups, or other material created or accessible over or through the services, except for certain proprietary Web sites. However, in accordance with our Terms & Conditions, we may remove any materials that, in our sole discretion, may be illegal, may subject us to liability, or which may violate this AUP.  Modem Pops may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrongdoing. Your violation of this AUP may result in the suspension or immediate termination of either your Modem Pops account or other actions as detailed in Section 3. This AUP should be read in conjunction with our Terms & Conditions and other policies.

This document is intended to provide a basic understand of MODEM POPS' Acceptable Use Policy. The following are guidelines for the establishment and enforcement of MODEM POPS' AUP:

• Ensure reliable service to our customers
• Ensure security and privacy of our systems and network, as well as the networks and systems of others
• Comply with existing laws
• Maintain our reputation as a responsible service provider
• Encourage responsible use of the Internet and discourage activities which reduce the usability and value of Internet services
• Preserve the value of Internet resources as a conduit for free expression and exchange of information
• Preserve the privacy and security of individual users

Modem Pops intends to provide its customers access to everything the Internet has to offer. While Modem Pops is firmly committed to the principles of free speech, certain activities are damaging to the resources of both Modem Pops and the Internet and cannot be permitted under the guise of free speech. The resources of Modem Pops and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.

If a Modem Pops account is used to violate the Acceptable Use Policy, we reserve the right to terminate your service without notice. We prefer to advise customers of inappropriate behavior and any necessary corrective action. However, flagrant violations of the Acceptable Use Policy will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.

If you have any questions regarding this policy, please contact us at abuse@modempops.com.

VIOLATIONS OF MODEM POPS ACCEPTABLE USE POLICY

The following constitute violations of this AUP:

Illegal use. Use of the Modem Pops service to transmit any material (by e-mail, uploading, posting or otherwise) that, intentionally or unintentionally, violates any applicable local, state, national, or international law, or any rules or regulations promulgated there under.

Harm to minors. Use of the Modem Pops service to harm, or attempt to harm, minors in any way, including, but not limited to child pornography.

Threats. Use of the Modem Pops service to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property.

Harassment. Use of the Modem Pops service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another.

Fraudulent activity. Use of Modem Pops service to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters."

Forgery or impersonation. Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation.

Unsolicited commercial e-mail / Unsolicited bulk e-mail Use of the Modem Pops service to transmit any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited. Violations of this type will result in the immediate termination of the offending Modem Pops account.

E-mail / News Bombing: Malicious intent to impede another person's use of electronic mail services or new media will result in the immediate termination of the offending Modem Pops account.

E-mail / Message Forging: Forging any message header, in part or whole, of any electronic transmission, originating or passing through the Modem Pops service is in violation of this AUP.

Usenet Spamming: Modem Pops, Inc. has a zero tolerance policy for the use of its network for the posting of messages or commercial advertisements which violate the rules, regulations, FAQ or charter of any newsgroups or mailing list. Commercial messages that are appropriate under the rules of a newsgroups or mailing list or that are solicited by the recipients are permitted.

Unauthorized access. Use of the Modem Pops service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Modem Pops' or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending Modem Pops account is subject to immediate termination.

Copyright or trademark infringement. Use of the Modem Pops service to transmit any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software.

Collection of personal data. Use of the Modem Pops service to collect, or attempt to collect, personal information about third parties without their knowledge or consent.

Reselling the services. Reselling of Modem Pops service without our express written authorization is prohibited.

Network disruptions and unfriendly activity. Use of the Modem Pops service for any activity which affects the ability of other people or systems to use Modem Pops Services or the Internet. This includes "denial of service" (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited. It is the Member's responsibility to ensure that their network is configured in a secure manner. A Subscriber may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Subscriber may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner. Unauthorized entry and/or use of another company and/or individual's computer system will result in immediate account termination. Modem Pops will not tolerate any subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data.

Long Connections and Multiple Logins. Using a personal account for high volume or commercial use is prohibited. The Services are intended for periodic, active use of e-mail, newsgroups, file transfers, Internet chat, games, and browsing the World Wide Web. Members may stay connected so long as they are actively using that connection for the above purposes. Members may not use the Services on a standby or inactive basis in order to maintain a connection. Accordingly, Modem Pops maintains the right to terminate any member's connection following any extended period of inactivity as determined by Modem Pops. A single account is intended for one individual to access the Internet. Multiple logins under the same user ID are not allowed.

Fraud: Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it.

Infringement of Copyright, Patent, Trademark, Trade Secret, or Intellectual Property Right: Distribution and/or posting of copyrighted or the aforementioned infringements will not be tolerated.

Distribution of Viruses: Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offense will result in the immediate termination of the offending account.

Inappropriate Use of Software: Use of software or any device that would facilitate a continued connection, i.e. pinging, while using Modem Pops services could result in suspension service.

Third Party Accountability: Modem Pops subscribers will be held responsible and accountable for any activity by third parties, using their account, that violates guidelines created within the Acceptable Use Policy.

Security: You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account.  In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server.

Your password provides access to your account. It is your responsibility to keep your password secure. Sharing your password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use. Attempting to obtain another user's account password is strictly prohibited, and may result in termination of service. You must adopt adequate security measures to prevent or minimize unauthorized use of your account.

You may not attempt to circumvent user authentication or security of any host, network or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password, guessing programs, cracking tools or network probing tools.

You may not attempt to interfere with service to any user, host or network ("denial of service attacks"). This includes, but is not limited to, "flooding" of networks, deliberate attempts to overload a service, and attempts to "crash" a host.

Users who violate systems or network security may incur criminal or civil liability. Modem Pops will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.

Network Performance

Modem Pops accounts operate on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner that impairs network performance is prohibited by this policy and may result in termination of your account.

You are prohibited from excessive consumption of resources, including CPU time, memory, disk space and session time. You may not use resource-intensive programs, which negatively impact other customers or the performances of Modem Pops systems or networks. Modem Pops reserves the right to terminate or limit such activities.

You may not establish more than one connection to our network from your account at any one time. You may not provide network services from your account (for example, you may not use your account to operate an ftp or a web server), unless your account type specifically provides for it.

You may not employ automated electronic or mechanical processes designed to defeat network inactivity time-outs. Such tools include, but are not limited to, use of an auto-dialer and repetitive pinging of a host.

Internet Relay Chat

Although Modem Pops does not offer technical support for Internet Relay Chat (IRC), you may use your account to connect to IRC servers and networks maintained by Modem Pops or third parties. Please remember that you are a guest when you make use of these facilities. It is particularly important that you do not engage in activities which might interfere with other customers' access to IRC.

You may not use IRC scripts or programs that interfere with or deny service to other users on any other server, host, network or channel.

You may not engage in activities which harass other users. This includes, but is not limited to, "flooding" (rapidly entering text with the intent to disrupt service), "flashing" (disrupting terminal emulation), "takeovers" (improper seizure and abuse of operator privileges), attempting to send private messages to those who do not wish to receive them, attempting to return to a channel after being banned from it, and other disruptive behaviors.

You may not attempt to impersonate other users. The use of nicknames does not constitute impersonation.

You may not run "clones" (multiple simultaneous IRC connections).

REPORTING VIOLATIONS OF MODEM POPS AUP

Modem Pops requests that anyone who believes that there is a violation of this AUP direct the information to the Abuse Department at abuse@ModemPops.com.

If available, please provide the following information:

The IP address used to commit the alleged violation

The date and time of the alleged violation, including the time zone or offset from GMT

Evidence of the alleged violation

E-mail with full header information provides all of the above, as do system log files. Other situations will require different methods of providing the above information. Modem Pops may take any one or more of the following actions in response to complaints:

Issue written or verbal warnings

Suspend the Member's account

Terminate the Member's account

Bill the Member for administrative costs and/or reactivation charges

Bring legal action to enjoin violations and/or to collect damages, if any, cause by violations

REVISIONS TO THIS ACCEPTABLE USE POLICY

Modem Pops reserves the right to revise, amend, or modify this AUP, our Terms and Conditions and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with the Terms and Conditions.